Preference Shares and Scope of Preference

Preference for Representation in Board of Directors

Each shareholder who attends the General Meetings shall have one vote for one share. However, in accordance with Article 13 of the Articles of Association, shareholders who have preference shares shall nominate members of the Board of Directors. The Company shall be managed by a Board of Directors composed of minimum seven maximum nine members. The members of the Board of Directors shall be elected by the General Assembly for a period not exceeding three years at the very most.

At least three of the members of the Board of Directors shall be elected among the candidates nominated by the Group B shareholders. At least two of the members of the Board of Directors shall be elected among the candidates nominated by the Group C shareholders. In case the Group C shareholders hold at least forty percent (40%) of the Group A shares on the date of the General meeting where the members of the Board of Directors are elected, then they shall have the right to nominate and elect three (3) members of the Board of Directors. The remaining members of the Board of Directors, however, shall be nominated and elected by the Group B shareholders.

The Board of Directors shall call a meeting of the Group C shareholders and the Group B shareholders for the purpose of electing their candidates at least seven days before the General meeting. This meeting shall be held on a plain majority of both the Group B shares and the Group C shares separately, and the resolution shall be adopted on a plain majority of the Group B shares and the Group C shares, which are represented in the meeting, separately.

There is no cumulative voting system at Turcas Petrol A.Ş.

Preference for Voting Rights

In accordance with Article 15 of the Articles of Association, the meeting quorum for the Board of Directors consists of the existence of a total of 5 members. Each member of the Board of Directors has one voting right. The decisions are made with the majority of the members attending the meeting. Only for important decisions stated in Article 15 of the Articles of Association, the favorable vote of at least one member of the Board of Directors nominated by Group C shareholders is obligatory.

Other Preferences

In accordance with Article 7 of the Articles of Association, Group B and Group C shareholders have a pre-emptive right over the shares subject to transfer as stated in Article 7.

Regarding the validity of the transfer of the registered Group B and Group C shares by the Company, the approval of the Board of Directors is obligatory. The Board of Directors can reject the transfer of shares in case of existence of causes mentioned in Article 7 of the Articles of Association.